Form 40FR12B/A Aya Gold & Silver Inc.

April 22, 2026 2:56 PM EDT

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 40-F/A (Amendment No. 2)
x Registration statement pursuant to Section 12 of the Securities Exchange Act of 1934
or
o Annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended  
Commission File Number  
Aya Gold & Silver Inc.
(Exact name of Registrant as specified in its charter)
Canada1040
    N/A     
(Province or other jurisdiction of
incorporation or organization)		(Primary Standard Industrial
Classification Code Number)		(I.R.S. Employer
Identification Number)
1320 boulevard Graham, suite 132
Mont-Royal, Quebec, Canada, H3P 3C8
(514) 342-1220)
(Address and telephone number of Registrant’s principal executive offices)
Cogency Global Inc.
122 E. 42nd Street, 18th Floor
New York, New York 10168
(212) 947-7200
(Name, address (including zip code) and telephone number (including area code) of agent for service in the United States)
Copies to:
Steven I. Suzzan
Norton Rose Fulbright US LLP
1301 Avenue of the Americas
New York, NY 10019
(212) 318-3000
Securities registered or to be registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which
registered
Common Shares, no par value
AYA
The Nasdaq Stock Market LLC
Securities registered pursuant to Section 12(g) of the Act: None
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act: None
For annual reports, indicate by check mark the information filed with this Form:
☐ Annual information form
☐ Audited annual financial statements
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report: N/A
Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.
Yes ¨            No x
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).
Yes ¨           No ¨
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.
Emerging growth company x
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act. ¨
†The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ¨
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ¨
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ¨


EXPLANATORY NOTE
Aya Gold & Silver Inc. (the “Registrant”) is a Canadian issuer whose common shares are listed or quoted on the Toronto Stock Exchange (“TSX”) and the OTCQX Best Market and is eligible to file its registration statement pursuant to Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on Form 40-F pursuant to the U.S.-Canadian Multijurisdictional Disclosure System. The Registrant is a “foreign private issuer” as defined in Rule 3b-4 under the Exchange Act. Equity securities of the Registrant are accordingly exempt from Sections 14(a), 14(b), 14(c), 14(f) and 16 of the Exchange Act pursuant to Rule 3a12-3.
The Registrant is filing this Amendment No. 2 to the Registration Statement, which was originally filed with the U.S. Securities and Exchange Commission on April 13, 2026 (the “Original Filing”), to file a corrected version of Exhibit 99.10 (AB Form 13-501F1 Participation Fee for Year Ended December 31, 2024), as an incorrect version of such exhibit was inadvertently included with the Original Filing. Other than as expressly set forth herein, this Amendment No. 2 does not, and does not purport to, amend, update, or restate the information in any item of the Registration Statement, as amended, or reflect any events occurring.


SIGNATURES
Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereto duly authorized.
AYA GOLD & SILVER INC.
By:
/s/ Ugo Landry-Tolszczuk
Name: Ugo Landry-Tolszczuk
Title: Chief Financial Officer
Date: April 22, 2026


EXHIBIT INDEX
The following documents are being filed with the SEC as Exhibits to the Registration Statement on Form 40-F/A (Amendment No. 2):
Exhibit No.Description
99.1**
99.2**
99.3**
99.4**
99.5**
99.6**
99.7**
99.8**
99.9**
99.10*
99.11**
99.12**
99.13**
99.14**
99.15**
99.16**
99.17**
99.18**
99.19**
99.20**
99.21**
99.22**
99.23**
99.24**
99.25**
99.26**
99.27**
99.28**
99.29**
99.30**
99.31**
99.32**
99.33**
99.34**
99.35**
99.36**
99.37**


99.38**
99.39**
99.40**
99.41**
99.42**
99.43**
99.44**
99.45**
99.46**
99.47**
99.48**
99.49**
99.50**
99.51**
99.52**
99.53**
99.54**
99.55**
99.56**
99.57**
99.58**
99.59**
99.60**
99.61**
99.62**
99.63**
99.64**
99.65**
99.66**
99.67**
99.68**
99.69**
99.70**
99.71**
99.72**
99.73**
99.74**
99.75**
99.76**
99.77**


99.78**
99.79**
99.80**
99.81**
99.82**
99.83**
99.84**
99.85**
99.86**
99.87**
99.88**
99.89**
99.90**
99.91**
99.92**
99.93**
99.94**
99.95**
99.96**
99.97**
99.98**
99.99**
99.100**
99.101**
99.102**
99.103**
99.104**
99.105**
99.106**
99.107**
99.108**
99.109**
99.110**
99.111**
99.112**
99.113**
99.114**
99.115**
99.116**
99.117**
99.118**
99.119**
99.120**


_______________________
*Filed herewith
**Previously Filed

ATTACHMENTS / EXHIBITS

EX-99.10

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